This Stripe Treasury Agreement (this “Treasury Agreement”) is between you, the user of a prepaid account created by your Platform Provider (as defined below) on your behalf in connection with the Stripe Treasury Services, and Stripe Payments Company (“SPC”).
When you use the Stripe Treasury Services, you expressly agree to the terms and conditions of this Treasury Agreement, the Connected Account Agreement, and the Stripe Services Agreement, including all updates and modifications SPC or Stripe, Inc. (“Stripe”) makes to any of the foregoing from time to time. This Treasury Agreement supplements the Connected Account Agreement and the Stripe Services Agreement, which generally governs your use of Stripe Services. To the extent that there is a conflict between the Connected Account Agreement or the Stripe Services Agreement and this Treasury Agreement related to the Stripe Treasury Services, this Treasury Agreement will prevail.
“ACH Network” means the automated clearinghouse payment network controlled and managed by the National Automated Clearinghouse Association and its member organizations.
“Applicable Rules” means:
(a) all applicable Laws, including all money transmission, anti-money laundering, anti-terrorist, and anti-fraud laws;
(b) all applicable Network operating rules, operating regulations, operating guidelines, policies, procedures, and other requirements;
(c) all applicable standards, including the standards and other requirements of the PCI Security Standards Council (or any successor entity), including the Payment Card Industry Data Security Standard; and
(d) all applicable data protection laws relating to protecting individuals concerned processing of personal data, including (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); and (ii) the California Consumer Privacy Act of 2018 (“CCPA”); (iii) any applicable corresponding or equivalent national laws or regulations; and (iv) all amendments, updates, modifications to or reenactment of the laws described in (i)-(iii)..
“Authorized User” means any person you electronically designate as an authorized user of the Financial Account, or whose signature appears on any resolution or other written authorization received by SPC or your Platform Provider.
“Available Balance” means the amount of funds that is available to be transferred out of your Financial Account.
“Bank” means the Federal Deposit Insurance Corporation-insured bank through which SPC holds your funds.
“Business Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to close; and (b) on which the Bank is open to the public for carrying on substantially all of the Bank’s banking functions.
“Custodial Account” means any of the custodial accounts that SPC maintains, in its name, at the Bank for the benefit of accountholders using the Stripe Treasury Services.
“Entry” has the meaning given in the NACHA Operating Rules.
“FDIC Insurance” means deposit insurance provided by the Federal Deposit Insurance Corporation covering certain types of accounts at FDIC-insured banks.
“Financial Account” means the virtual prepaid access account created by SPC as part of the Stripe Treasury Services for your use.
“Financial Account Transaction” means an Entry or other transaction that adds to or subtracts from your Available Balance.
“Hold” means any amount of money in your Financial Account that you cannot access because of a hold placed by SPC or as a result of delayed funds availability, a court order, or other reasons.
“Indemnified Parties” means SPC and its affiliates, and the agents, officers, directors, and employees of SPC and its affiliates.
“Legal Process” means (a) any document that appears to have the force of law that requires SPC to Hold or pay out funds from your Financial Account, including a garnishment, attachment, execution, levy or similar order; or (b) any subpoena, court order or request for information or documents from a government entity or arbitration panel relating to your Financial Account.
“Losses” means any losses, damages, costs and expenses including attorney fees, settlement, award, judgment, interest or penalty.
“NACHA Operating Rules” means the rules governing Entries, as published by the National Automated Clearinghouse Association as amended from time to time.
“Network” means an electronic funds transfer network (including ACH Network), credit card network, or debit card network that is used by the Stripe Treasury Services.
“Personal Data” means any information that identifies a specific living person (not a company, legal entity, or machine) that is transmitted to or accessible through the Stripe Treasury Services.
“Platform Provider” means a platform that Stripe has authorized to offer you access to the Stripe Treasury Services.
“Product Data” means (a) Account Information; (b) Transaction Data; (c) Personal Data; (d) information created by or originating from SPC or its affiliate, including the details of the Stripe API and information SPC or its affiliate provides or makes available to you and other accountholders as part of the Stripe Treasury Services; and (e) information obtained by SPC or its affiliate related to the Stripe Treasury Services.
“Restricted Business” means any of the categories of businesses and business practices for which Stripe Treasury Services cannot be used and which are identified on the then-current Stripe Restricted Business list (which can be found at https://stripe.com/restricted-businesses).
“Stripe Treasury Services” means the services through which you are able to (a) create and maintain a Financial Account that enables you to store, spend and manage money; and (b) make electronic payments and funds transfers to and from your Financial Account.
“Territory” means the United States and its territories and protectorates (excluding the Northern Mariana Islands until SPC is authorized to provide the Stripe Treasury Services in that jurisdiction).
“Treasury Dashboard” means a user interface provided by your Platform Provider to enable you to manage your Financial Account.
2. Stripe Treasury and Your Financial Account
2.1 Stripe Treasury Services:
a. Stripe Treasury Services is a money transmission service, and SPC is a licensed money transmitter and registered money services business, as defined under Applicable Rules.
b. Your Platform Provider will provide you access to use the Stripe Treasury Services to create and maintain a Financial Account.
c. Subject to Applicable Rules and the terms of this Treasury Agreement, you and your Authorized Users will be able to:
(i) add funds to your Financial Account via ACH, wire transfer, and other supported funding methods; and
(ii) transfer funds from your Financial Accounts to any ACH-enabled account at any other financial institution.
d. You acknowledge that:
(i) SPC and its affiliates are not banks;
(ii) the Financial Account is a virtual prepaid account and is not a demand deposit (checking) account, savings account, or other asset or bank account with SPC, an SPC affiliate, a Bank, or a Bank affiliate;
(iii) SPC will act as your agent with respect to the Financial Account;
(iv) SPC will select the Bank through which your Financial Account is created;
(v) SPC makes no representation about the sufficiency of the capitalization of the Bank where your funds are held;
(vi) SPC may appoint its affiliate as its agent or service provider to exercise its rights and perform obligations under this Treasury Agreement, other than money transmission services;
(vii) If you are a natural person opening a Financial Account for a business that is a sole proprietorship, you confirm you are the sole owner of that business; and
(viii) your use of the Stripe Treasury Services may be subject to additional terms of service specific to your Platform Provider, which your Platform Provider will provide at the time you request access to the Stripe Treasury Services.
2.2 Additional Terms Governing Stripe Treasury Services:
a. You must have a Stripe account and have agreed to the Connected Account Agreement and Stripe Services Agreement to use the Stripe Treasury Services. The Connected Account Agreement, Stripe Services Agreement and this Treasury Agreement together will govern your use of the Stripe Treasury Services, which is a “Service” as defined in the Stripe Services Agreement. References in the Connected Account Agreement and Stripe Services Agreement to “Stripe” mean “SPC” to the extent they relate to money transmission services.
b. This Treasury Agreement will automatically terminate if the Connected Account Agreement or Stripe Services Agreement expires or terminates for any reason.
c. SPC may amend this Treasury Agreement or make changes to the Stripe Treasury Services at any time as necessary to comply with Applicable Rules.
2.3 ACH Access:
a. You acknowledge that you are the “Originator” (as defined in the NACHA Operating Rules) of the Entries originated via your Financial Account. You must comply with all Applicable Rules and must obtain the consent of each of your payors and payees before originating an Entry over the ACH Network to debit or credit their bank account. Each consent must be obtained in a form and manner that complies with the NACHA Operating Rules.
b. You must maintain the security and integrity of all information you collect in the course of an Entry.
c. In addition to its rights under this Treasury Agreement, SPC has the right to suspend your access to the ACH Network if you originate any Entry that results in a Dispute or unauthorized Financial Account Transaction.
2.4 Custodial Account; FDIC Insurance:
a. SPC will hold the funds represented in the Financial Accounts in Custodial Accounts for your benefit and the benefit of other users of the Stripe Treasury Services.
b. Funds in the Custodial Accounts are expected to be eligible for pass-through FDIC Insurance, up to the then-current per depositor limit. The FDIC Insurance per depositor limit applies to the aggregate of all funds that a particular accountholder has on deposit with the relevant Bank as beneficial owner, including any funds in another account with the Bank.
c. FDIC Insurance will apply only to funds that have settled in the Financial Account and will not apply to funds that are provisionally credited to the Financial Account or that are pending but not yet settled. FDIC Insurance coverage is contingent on determinations of the Federal Deposit Insurance Corporation as receiver at the time the Bank goes into receivership or other form of insolvency.
3. Set Up and Operation of the Financial Account
3.1 Identity Verification:
a. You must provide all information required by SPC, your Platform Provider and the Bank to open a Financial Account or add an Authorized User to a Financial Account, including:
(i) your full name and address;
(ii) a government-issued identification number, such as a social security number (“SSN”) or taxpayer identification number (“TIN”); and
(iii) if you are an individual, your date of birth.
b. You must, on request from SPC from time to time, provide additional information or signatures, or otherwise cooperate with SPC and your Platform Provider to satisfy all “Know Your Customer” and customer identification requirements of the Applicable Rules.
c. You represent and warrant that all information that you have provided, or has otherwise been provided, to SPC or your Platform Provider in connection with your Financial Account is complete and accurate, including all information pertaining to your country of citizenship, residence, principal place of business, and all other relevant information to determine legal and tax status. You agree to promptly notify your Platform Provider of any changes in that information.
d. You authorize SPC, your Platform Provider and the Bank to obtain information about you from their service providers and other third parties, including credit reporting agencies and information bureaus. If required, you must authorize and direct these third parties to compile and provide this information to SPC or the Bank, as applicable. You acknowledge that this information may include your name, addresses, credit history, and other data about you, your representatives and your owners.
e. SPC may restrict or close your Financial Account if it or your Platform Provider is unable to obtain information about or related to you that satisfies its “Know Your Customer” and customer identification requirements.
f. By opening a Financial Account, you represent and warrant that neither you nor any beneficial owner of your Financial Account is designated under or covered by any sanctions program administered or enforced by the United States Department of the Treasury, Office of Foreign Asset Control.
3.2 Obligation to Provide Tax Identification Number:
a. If your Financial Account bears interest, you must provide a Form W-9 to SPC identifying your TIN to enable SPC to report any interest income (if any) paid on your funds held in the Custodial Account and allocated to your Financial Account. Your TIN may be your SSN if the Financial Account is in your name and you are a United States citizen, permanent resident, or otherwise eligible to receive an SSN from the Social Security Administration. If you do not have a TIN, you will be required to obtain an employer identification number, individual tax identification number or other United States tax number before using the Stripe Treasury Services for an interest-bearing account.
b. If you are subject to backup withholding or if the Internal Revenue Service (“IRS”) notifies SPC or the Bank that the Bank does not have a correct TIN for you, then SPC may be required to cooperate with the Bank to withhold and remit to the IRS a percentage of interest paid and allocated to your Financial Account (if any). Amounts withheld are reported to the IRS as federal tax withheld and will be noted on your IRS Form 1099-INT, Interest Income.
3.3 Authorized Users:
a. You authorize SPC to accept instructions from your Platform Provider with respect to Financial Account Transactions, manage your Financial Account, or take other action on your Financial Account. You must provide your Platform Provider with all information regarding your Authorized Users, applicable powers of attorney, and the electronic credentials (such as log-ins) with respect to your Financial Account, and you must update that information immediately if it changes.
b. You must notify your Platform Provider at least 5 Business Days before making any change to your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation) or your Authorized Users.
c. If you choose to appoint an agent under a power of attorney to manage the Financial Account, the power of attorney must be in a form acceptable to your Platform Provider and SPC. SPC and your Platform Provider may rely on a copy of the power of attorney and are not required to confirm its validity.
d. SPC may refuse to comply with any instructions from your Platform Provider, if it believes that:
(i) the signature or electronic credentials used for the instructions are not genuine;
(ii) there are multiple or conflicting instructions;
(iii) your Authorized User or agent is exceeding their authority; or
(iv) complying with the instructions may expose SPC or its affiliates to liability, even if you have otherwise instructed your Platform Provider to do so. If SPC chooses to comply with instructions transmitted by your Platform Provider, SPC may impose any condition, including requiring from you a surety bond or an indemnity agreement in a form that is satisfactory to SPC.
e. SPC and its affiliates will not be liable to you for any Losses arising from its refusal to comply with your Platform Provider’s instructions under Section 3.3(d).
3.4 Accessing Your Financial Account:
a. You can gain access to your Financial Account and the Stripe Treasury Services through the Treasury Dashboard, and any other means your Platform Provider may make available to you from time to time. You may use the Treasury Dashboard to view your account Information and conduct Financial Account Transactions, including adding funds to your Financial Account, transferring funds, and making payments from your Financial Account to third parties. Additional terms may govern your use of other services or features made available to you in connection with your Financial Account or the Treasury Dashboard, as applicable.
b. You may use the Treasury Dashboard only as described in documentation that your Platform Provider makes available to you.
3.5 Account Security: You must keep your account credentials and the devices on which you access your Financial Account secure and confidential at all times. If your credentials are compromised, you are responsible for all Financial Account Transactions initiated before your Platform Provider notifies SPC of the compromise.
3.6 Restrictions on use of the Financial Account:
a. You represent and warrant that you are engaged in a commercial business enterprise organized or operating in the Territory. The Stripe Treasury Services are not available to owners of Financial Accounts who reside outside the Territory. SPC will not accept a Form W-8 in lieu of a Form W-9, which you must provide if your Financial Account bears interest.
b. You may use the Stripe Treasury Services only for business purposes and not for personal, family, or household purposes.
c. Your Financial Account is denominated in U.S. Dollars only. Financial Account Transactions in other currencies are not permitted.
d. You must not use the Financial Account to send or receive a payment to or from any bank account located outside the Territory.
e. You must comply with all Applicable Rules in connection with your use of the Stripe Treasury Services.
f. You must not use your Financial Account to conduct any criminal or other illegal activity, including unlawful internet gambling, money laundering, bribery, and other financial crimes. You represent and warrant that no funds in your Financial Account, and no funds transferred into your Financial Account, are proceeds from any criminal activity.
g. You must not use the Stripe Treasury Services to enable any person (including you) to benefit from any Restricted Business.
3.7 Tax Reporting:
a. You are responsible for (i) determining your tax liability related to your Financial Account; and (ii) timely reporting and remitting all taxes due to the appropriate tax authority. SPC or the Bank will disclose to the relevant tax authorities all income derived from the funds held on your behalf in the Custodial Account (if any), if required by the Applicable Rules.
b. You must notify your Platform Provider of all changes related to your tax affairs, and provide all information that they or SPC may request to comply with the Applicable Rules.
c. You will provide, if required, a Form W-9 to SPC or your Platform Provider and agree that SPC or your Platform Provider may collect certain information from you on behalf of the Bank, and you expressly consent to SPC and your Platform Provider distributing copies of all tax reporting documents (e.g., 1099s) to you electronically.
a. as necessary to open the Financial Account and complete Financial Account Transactions;
b. in connection with the investigation of any claim you initiate;
c. to comply with government agency, arbitration and court orders (including subpoenas); and
d. in connection with the Bank’s or your Platform Provider’s legal reporting obligations.
3.9 Legal Process:
a. You authorize SPC to comply with each Legal Process relating to you or your Financial Account that SPC or your Platform Provider receives, without having to determine whether that Legal Process was validly issued or enforceable.
b. If a Hold is in effect, SPC will continue to charge all applicable fees, even though your Financial Account cannot be closed.
c. SPC may charge you a fee for, and recover SPC’s costs and expenses incurred in, complying with each Legal Process. If permitted by Applicable Rules, SPC will deduct those fees, costs and expenses from your Available Balance.
3.10 Abandoned Property: If your Financial Account is presumed to be abandoned, SPC will turn over the Available Balance (excluding funds subject to pending debit Financial Account Transactions or Holds) to the appropriate governmental body in the Territory in accordance with Applicable Rules. You must follow the procedures specified by that governmental body to obtain your funds.
4. Adding Funds to and Transferring Funds from Your Financial Account
4.1 Available Balance: The Available Balance on any given day will be equal to your Financial Account balance at the end of the previous Business Day. Solely for purposes of determining whether funds are available to be transferred or paid out of your Financial Account, the Available Balance is increased by the amount of any pending provisionally credited Financial Account Transactions (excluding pending returns) in your Financial Account and decreased by the amount of Holds on funds in your Financial Account. You can view your Available Balance on the Treasury Dashboard.
4.2 Adding Funds to Your Financial Account:
a. You may add funds to your Financial Account by a Financial Account Transaction (such as an electronic transfer from an external account you own or a direct deposit), wire transfer, or from another account at the Bank.
b. You authorize SPC to act on your behalf as your agent with regard to processing and collecting Financial Account Transactions that you negotiate. SPC is not responsible for Losses that occur during the collection of Financial Account Transactions outside SPC’s direct control. SPC will not be liable to you or to any third party for the negligence or failure of any correspondent banks or for loss in transit of any funds. SPC has the right to endorse any credit Financial Account Transaction you present to be added to your Financial Account. If there is a qualified endorsement on a credit Financial Account Transaction, SPC may place your unqualified endorsement on the credit Financial Account Transaction.
c. All Financial Account Transactions credited to your Financial Account are provisionally credited subject to final settlement. If SPC permits you to transfer funds from your Financial Account before final settlement has been made for any provisionally credited Financial Account Transaction, and final settlement is not made, SPC has the right to charge your Financial Account, obtain a refund from you, or charge back any provisionally credited Financial Account Transaction at any time before final settlement. Except to the extent attributable to SPC’s lack of good faith or gross negligence, SPC will not be liable for any Losses resulting from any reversal of credit, return of any Financial Account Transaction, or from exercising any of SPC’s rights.
d. SPC may not provide you with immediate notice of its receipt of added funds into your Financial Account. However, you can confirm via the Treasury Dashboard whether SPC has received a Financial Account Transaction adding funds to your Financial Account.
4.3 Transfers from your Financial Account: By initiating a transfer from your Financial Account via your Treasury Dashboard, you authorize your Platform Provider to instruct SPC to make the Financial Account Transaction you specify. SPC may deduct from your Available Balance the amount of each transfer that your Platform Provider initiates or approves, even if the transfer has not yet been completed. SPC may refuse any transfer by any method that SPC does not specifically permit for your Financial Account, that does not include all information SPC or the Bank requires, or that would exceed any applicable frequency or transaction amount limits on your Financial Account.
4.4 Additional Financial Account Transaction Terms and Conditions:
a. Funds Availability.
(i) SPC will, from time to time, establish the time by which SPC must receive an instruction or Financial Account Transaction request from your Platform Provider in order to process that instruction or Financial Account Transaction request on the day SPC receives that instruction (the “Cut-Off Time”). Your Platform Provider will provide the Cut-Off Times for various Financial Account Transactions to you through the Treasury Dashboard or otherwise in writing. If funds from ACH, wire transfer or transfer from an account with the Bank are received by SPC from your Platform Provider before the Cut-Off Time on a Business Day, those funds will be available on that day. All requests that you make via the Treasury Dashboard to transfer funds from your Financial Account must be received by SPC from your Platform Provider before the Cut-Off Time in order to be initiated on that Business Day. Transfer requests SPC receives on or after the Cut-Off Time or on a day that is not a Business Day generally will be initiated on the next Business Day. SPC reserves the right to change the Cut-Off Time. Any change to the Cut-Off Time will be effective immediately and without notice to you. You may contact your Platform Provider at any time to verify the Cut-Off Time.
(ii) Under certain conditions, including for new Financial Accounts, for large transfers of funds, under conditions where SPC has reasonable cause to doubt collectability, potential fraud, or concerns under Applicable Rules, SPC may Hold funds transferred to your Financial Account by ACH, wire transfer or transfer from a Financial Account with the Bank. SPC may place a Hold for more than your Available Balance.
b. Account Numbers. If your Platform Provider instructs SPC to make a transfer, SPC and any other person involved in the Financial Account Transaction may rely on any routing number or account number that you provide. If the transfer instruction gives both a routing number or account number and a name, and the name identifies a different person from the bank or account owner identified by the number, SPC and any other person that handles the instruction may still rely exclusively on the number. SPC has no duty to detect any inconsistency between the routing number or account number and the name.
c. Processing Order. SPC will process your Financial Account Transactions on each Business Day in the following order:
(i) first, transfers to your Financial Account received from your Platform Provider before the Cut-Off Time, but any amounts credited to your Financial Account are provisionally credited until those funds clear; and then
(ii) second, transfers from your Financial Account (e.g., transfers from and other Financial Account Transactions resulting in deducting funds from your Financial Account) SPC receives by the Cut-Off Time will be processed in the order in which SPC receives them.
Reversals of provisional credits may occur at any time during this process. SPC reserves the right to use a different processing order if required by Applicable Rules.
d. No Overdrafts. There is no Overdraft feature associated with your Financial Account. If your Available Balance is not sufficient to pay for each Financial Account Transaction in the order it is processed, SPC may, in SPC’s sole discretion, return or reject the Financial Account Transaction, and your Financial Account may become overdrawn. SPC does not impose a fee associated with a declined payment for which there are insufficient funds. However, third parties may impose a fee or other charge (such as penalty interest) for dishonored or late payments, and you are solely responsible for those fees and charges. All amounts credited to your Financial Account are provisionally credited until the applicable funds clear. If SPC chooses to allow you to draw on any provisional credit to transfer funds from your Financial Account and the provisional credit is subsequently not cleared, then you will be liable to SPC for the amount of the drawn provisional credit, collection costs, attorneys’ fees, and all other Losses SPC incurs in allowing the Financial Account Transaction to proceed.
e. Your Right to Stop Payment. If you wish to stop any scheduled or preauthorized transfer from your Financial Account, then you must give your Platform Provider instructions to do so in time to ensure that the Platform Provider is able to instruct SPC at least 3 Business Days before the Financial Account Transaction is scheduled to be made. If you scheduled or preauthorized the transfer via the Treasury Dashboard, then you may change or cancel the transfer via the Treasury Dashboard at least 3 Business Days before the Financial Account Transaction is scheduled to be made.
f. SPC’s Right to Refuse. To the extent not prohibited by any Applicable Rule, SPC reserves the right to refuse to pay any Financial Account Transaction or decline any Financial Account Transaction in connection with your Financial Account, including if your Financial Account has insufficient funds to cover a Financial Account Transaction, if SPC is unable to verify the ownership of or other information about your Financial Account, or the individual or entity to or from which the funds will be transferred, to protect the security of your Financial Account and SPC’s systems, or if the Financial Account Transaction would violate this Treasury Agreement or Applicable Rules.
g. Financial Account Transaction Limitations. Your Financial Account is subject to limitations on (i) the number of Financial Account Transactions you may make from your Financial Account; and (ii) the maximum amount of each Financial Account Transaction. SPC may allow Financial Account Transactions that exceed applicable limits in SPC’s sole discretion, or temporarily reduce your limits from time to time without notice (unless otherwise required by Applicable Rules). The limits are described on the Treasury Dashboard and can be changed from time to time by SPC or your Platform Provider.
4.5 Reviewing Your Financial Account Transactions:
a. You must review your Financial Account history and each Financial Account Transaction as soon as possible. You must promptly notify your Platform Provider of any errors or discrepancies, and in any case within 30 calendar days or a longer period permitted by Applicable Rules, after your Platform Provider makes the Financial Account history available to you.
b. If you believe an unauthorized Financial Account Transaction has been made on your Financial Account, then you must notify your Platform Provider immediately, and in any case within 1 calendar day after you become aware. When you report an unauthorized Financial Account Transaction, if required by SPC or your Platform Provider, you must submit a written statement about the unauthorized Financial Account Transaction.
c. If you fail to notify your Platform Provider as required under Section 4.5(a), or the Platform Provider does not notify SPC on a timely manner, then any Losses you suffer as a result of the unauthorized Financial Account Transaction may not be recoverable, or recovery may be more time consuming or difficult.
d. You must assist SPC and your Platform Provider in the investigation of claims for unauthorized Financial Account Transactions and related prosecution by completing the appropriate statements and reports reasonably requested by SPC.
e. You are responsible for all Financial Account Transactions on your Financial Account, whether or not they are authorized.
4.6 Withholding of Financial Account Transactions: If you or anyone else asserts a claim to your Platform Provider with respect to any Financial Account Transaction after final payment alleging that the Financial Account Transaction was altered, contained a forged or unauthorized signature or endorsement, or was not properly payable for any reason, SPC reserves the right to withhold the amount of the Financial Account Transaction from your Financial Account pending completion of an investigation and until the claim is finally resolved.
4.7 Liability in relation to Financial Account Transactions: SPC is not liable for:
a. any failure to complete a Financial Account Transaction on your Financial Account if SPC sends you notice that the Financial Account Transaction was not completed;
b. any failed Financial Account Transaction if you do not have sufficient funds in your Available Balance to cover any Financial Account Transaction, if circumstances beyond SPC’s control prevent the Financial Account Transaction, if a payee requests authorization for an amount greater than the authorized Financial Account Transaction amount, or if there are other exceptions stated in this Treasury Agreement or the Applicable Rules;
c. any Losses you suffer resulting from SPC’s decision to refuse to pay or decline any Financial Account Transaction;
d. any Losses you suffer resulting from your failure to notify your Platform Provider, or your Platform Provider’s failure to notify SPC, of any errors, discrepancies or unauthorized Financial Account Transactions as required under Section 4.5; or
e. any Losses you suffer resulting from SPC or your Platform Provider completing a Financial Account Transaction or otherwise acting in reliance upon any incorrect or incomplete information you provided.
4.8 ERISA: You represent and warrant that you will not loan funds to your Financial Account or otherwise deliver property to SPC on behalf of:
a. an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18 (“ERISA”), that is subject to Part 4 of Subtitle B of Title I of ERISA;
b. a “plan” within the meaning of Section 4975(e)(1) of the Internal Revenue Code, 26 U.S.C. Title 26 (the “Code”), to which Section 4975 of the Code applies;
c. an entity whose underlying assets constitute “plan assets” subject to Title I of ERISA or Section 4974 of the Code by reason of Section 3(42) of ERISA, U.S. Department of Labor Regulation 29 C.F.R. § 25.10.3-101 or otherwise; or
d. a “governmental plan” (as defined in ERISA or the Code) or another type of plan (or an entity whose assets are considered to include the assets of any such governmental or other plan) that is subject to any law, rule or restriction that is substantively similar or of similar effect to Section 406 of ERISA or Section 4975 of the Code.
You will promptly notify your Platform Provider if you breach this Section 4.8.
5. Fees and Interest
a. You must timely pay all fees and charges (if any) owed to SPC under this Treasury Agreement or Stripe under the Stripe Services Agreement. Any applicable fees for use of the Stripe Treasury Services payable by you will be disclosed to you in writing by your Platform Provider when you request for the Stripe Treasury Services, if any, or if fees change or later come into effect for the Stripe Treasury Services, before those fees come into effect.
b. You are liable to SPC for all Losses that SPC incurs as a result of any dispute involving your Financial Account, including Losses that SPC incurs as a result of relying on your Platform Provider’s representations or instructions, to the extent permitted by Applicable Rules, and you authorize SPC to deduct those Losses from your Financial Account with or without prior notice to you.
c. SPC may deduct all fees you owe SPC (if any) from the funds in the Financial Account, even if the deduction causes an overdraft. Subject to Applicable Rules, SPC may change the fees that apply to your Financial Account at any time, with or without prior notice to you.
5.2 Interest on your funds:
a. Unless your Platform Provider advises you otherwise, you will not earn interest on the funds in your Financial Account.
b. If SPC at its discretion decides to establish an interest-bearing Custodial Account and your Platform Provider informs you that your Financial Account will bear interest, then SPC will allocate accrued interest under that Custodial Account in the proportion that your average daily balance during the preceding month bears to funds that are held in that Custodial Account over the same time period and calculated on the same basis. SPC will allocate interest to your Financial Account only in whole cents. Any fractional amount of the interest amount that would otherwise be credited to your Financial Account that is less than half of one cent will be rounded down and the remainder will be carried over to the following month, and any fractional amount of the funds equal to half of one cent or more will be rounded up and the difference will be carried forward as negative accrual to the following month.
5.3 Setoff and Security Interest:
a. To secure any debt that you may owe to SPC, SPC affiliates, or their or SPC’s respective service providers (either now or in the future), you grant SPC a first-priority security interest in, lien on and right of setoff against, all of your rights in, to or under the following collateral:
(i) your Financial Account;
(ii) any funds SPC holds on your behalf in the Custodial Account; and
(iii) any interest or income arising from the Financial Account or the funds in that account, any property acquired with the Financial Account or those funds, and any related rights relating to the Account or those funds.
b. You must not grant a security interest in, lien on or right of setoff against, any collateral to any other person.
c. The debts that are secured by this security interest, lien and right of setoff include overdrafts and fees that you may owe in relation to your Financial Account, as well as amounts owed to SPC by another person or entity if you have guaranteed that you will pay their debts. If a debt like this is due or overdue, SPC may use the funds in your Financial Account to pay all or part of the debt.
d. SPC’s security interest will be governed by California’s Uniform Commercial Code. The local law of the Bank’s jurisdiction that applies to the funds SPC holds on your behalf in the Custodial Account will be where the Bank is headquartered.
e. You acknowledge and agree that SPC has control over the funds it holds on your behalf in the Custodial Account. You agree that SPC may file financing statements under the Uniform Commercial Code to perfect the security interest provided by this Section 5.3 in the places, in the form and to the extent it considers necessary or appropriate. SPC will have all the rights of a secured party under the Uniform Commercial Code with respect to this security interest.
6. Restricting or Closing Your Financial Account
6.1 Restricting Your Financial Account: SPC may, in its sole discretion, decline, delay, freeze or reverse a Financial Account Transaction or part of a Financial Account Transaction, restrict access to your Financial Account or information on your Financial Account, or remove funds from your Financial Account to hold them pending investigation to protect you or SPC, or to comply with Applicable Rules or other legal obligation. Circumstances where SPC may exercise rights under this Section include the following:
a. you maintain your Financial Account at zero balance for at least 90 consecutive days;
b. your Financial Account has been inactive for at least 12 months;
c. you are in breach of Section 3.6;
d. your Financial Account is involved in any legal process (such as a garnishment, attachment, execution, levy, or similar order);
e. SPC or your Platform Provider receives conflicting information or instructions regarding ownership, control, or activity of your Financial Account;
f. SPC or your Platform Provider suspects that you may be the victim of a fraud, scam, or financial exploitation, even though you have authorized the Financial Account Transaction;
g. SPC or your Platform Provider suspects that any Financial Account Transaction involving you or your Financial Account may involve illegal activity or may be fraudulent; and
h. SPC needs to minimize the risk of Losses to SPC.
6.2 Replacement Financial Account:
a. SPC may, at its sole discretion, transfer your account information and documentation to a replacement Financial Account and account number, including if your Financial Account is reported as compromised, or if SPC reasonably believes it is necessary to protect the security of your Financial Account.
b. SPC may move SPC’s Custodial Accounts (and therefore your Financial Account) to a different financial institution in SPC’s sole discretion.
6.3 Closing Your Financial Account:
a. SPC may close your Financial Account at any time for any reason upon notice to you or your Platform Provider.
b. You may close your Financial Account at any time by giving 30 days’ written notice to your Platform Provider. During this 30-day period, you will have the right to transfer funds from your Financial Account as long as the transfer is done in compliance with the terms of this Treasury Agreement.
c. SPC is not required to close your Financial Account at your Platform Provider’s request if you have pending Financial Account Transactions, if there is an overdraft on your Financial Account, or if your Financial Account is subject to legal process. In those cases, SPC will restrict your Financial Account against all future withdrawals other than under legal process until pending Financial Account Transactions are paid or returned, the account balance is no longer negative, and any legal restriction has been released. If your account balance is greater than $0, after SPC deducts fees, expenses, claims and other deductions that SPC has the right to make, SPC may require you to withdraw the remaining balance before SPC closes your Financial Account.
d. After your Financial Account is closed, SPC has no obligation to accept funds into your Financial Account, process Financial Account Transactions through the Financial Account on your behalf, or satisfy any outstanding demands for payment, but SPC may reopen your Financial Account if SPC receives funds payable to your Financial Account.
e. SPC will not be liable to you or to any third party for not honoring any Financial Account Transaction or other debit linked to your Financial Account and presented for payment after your Financial Account has been closed.
6.4 Adverse Claims: If there are conflicting instructions with respect to your Financial Account or if there is any dispute regarding your Financial Account, then without limiting SPC’s rights under this Treasury Agreement, SPC may place your funds in the hands of a court for resolution. If any person notifies SPC of a dispute, SPC does not have to decide if the dispute has merit before SPC takes further action. SPC may exercise any of these rights without notice to you.
7. Product Data Use
7.1 Use by You: You are responsible for the security of all Product Data in your possession or control. You will not, and will ensure that your Authorized Users do not, access, use, or disclose Product Data except to the extent necessary for you and your Authorized Users to access and use the Stripe Treasury Services in accordance with this Treasury Agreement.
7.2 Stripe’s Use: Without limiting any other rights it may have, SPC has the right to access, use, store and disclose Product Data in order to:
a. provide the Stripe Treasury Services to you and other accountholders (including authorized users of an accountholder);
b. mitigate fraud, financial loss, and other harm to you, other accountholders, Banks, Networks, SPC, its affiliates and other parties;
c. fulfill SPC’s and its affiliates’ obligations to governmental authorities, Banks, and Networks;
d. fulfill SPC’s and its affiliates’ obligations under Applicable Rules and Bank guidelines and requirements;
e. enable applicable Banks to fulfill their obligations under Applicable Rules; and
f. analyze, develop, and improve SPC’s and its affiliates’ systems, products, services, features, and functionalities.
8. Indemnification and Limitation of Liability
a. Without limiting your obligations under the Connected Account Agreement or Stripe Services Agreement, you indemnify and hold the Indemnified Parties harmless from and against Losses arising in connection with:
(i) your use of the Stripe Treasury Services, including Financial Account Transactions;
(ii) your breach of this Treasury Agreement;
(iii) your failure to comply with Applicable Rules; or
(iv) any action SPC takes or omits in good faith in reliance on instructions from you, your Authorized User, your agent or your Platform Provider.
b. Section 8.1(a) does not apply to the extent any Losses result from an Indemnified Party’s gross negligence or willful misconduct.
8.2 Limitation of Liability:
a. Without limiting any other applicable exclusions or limitations of liability, to the extent permitted by Applicable Rules, the Indemnified Parties exclude all liability, whether in contract, negligence, other tort, or otherwise, for any lost profits or goodwill, and for any direct, indirect, special, consequential, punitive, incidental or exemplary Losses arising in connection with this Treasury Agreement, even if those Losses are foreseeable or if the Indemnified Parties are aware of their possibility.
b. Without limiting any other applicable exclusions or limitations of liability, to the extent permitted by Applicable Rules, the aggregate liability of the Indemnified Parties for any failure to stop payment on a Financial Account Transaction, or for paying a Financial Account Transaction bearing an unauthorized or forged signature or endorsement will be limited to the face value of the Financial Account Transaction.
9.1 Governing Law: This Treasury Agreement will be governed by the laws of the State of California.
9.2 Incorporation of terms: No waiver by either party of any breach of any provision of this Treasury Agreement to be performed by a party will be construed as a waiver of any succeeding breach of the same or any other provision of this Treasury Agreement. If any provision of this Treasury Agreement is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. SPC may transfer, sell, or assign the Financial Account, the Custodial Account, this Treasury Agreement, or any other rights or obligations under this Treasury Agreement without providing you notice. You may not transfer, sell, or assign the Financial Account or this Treasury Agreement or any rights under this Treasury Agreement to another person or entity. Any assignment in violation of the foregoing will be void. If any provision of this Treasury Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Treasury Agreement will not be affected. SPC does not waive its rights by delaying or failing to exercise them at any time. SPC may prospectively add to, delete, or amend this Treasury Agreement at any time. SPC reserves the right, subject to Applicable Rules, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Treasury Agreement or by delivering notice of changes to you electronically, and your continued use of the Stripe Treasury Service will constitute acceptance of any such amendments and additions.
9.3 Survival: All provisions of this Treasury Agreement that give rise to a party’s ongoing obligation will survive termination of this Treasury Agreement, including Sections 4.7, 5, 7, 8 and 9, and any related terms in this Treasury Agreement.